Business Articles of Incorporation are essential documents required when establishing a new company in Indonesia or converting an existing business into a limited liability company (PT). This document is mandated by Indonesian Law No. 40 of 2007 and must be prepared in accordance with strict regulatory requirements. It contains crucial information about the company's structure, including details about share capital, shareholder rights, management arrangements, and business activities. The Articles of Incorporation must be drafted in Indonesian language and executed before a notary public, who then submits it to the Ministry of Law and Human Rights for approval. This document serves as the foundation for all future corporate actions and is frequently referenced for governance matters, capital raises, and corporate restructuring.
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1. Name and Domicile: Specifies the company's legal name, trademark usage rights, and registered office location within Indonesian territory
2. Purpose and Objectives: Details the business activities and goals of the company, aligned with the Indonesian Standard Industrial Classification (KBLI) codes
3. Duration: States the period of the company's establishment, whether indefinite or for a specific period
4. Capital Structure: Details of authorized capital, issued capital, and paid-up capital, including the number and value of shares
5. Shares: Specifications of share classifications, rights attached to shares, and share transfer procedures
6. General Meeting of Shareholders: Rules and procedures for conducting shareholder meetings, voting rights, and decision-making processes
7. Board of Directors: Composition, appointment procedures, duties, authorities, and responsibilities of company directors
8. Board of Commissioners: Composition, appointment procedures, duties, and authorities of company commissioners
9. Annual Reports and Distribution of Profits: Procedures for financial reporting and profit distribution among shareholders
10. Dissolution and Liquidation: Procedures and conditions for company dissolution and liquidation process
1. Foreign Ownership Provisions: Required for companies with foreign investment, detailing compliance with Indonesian foreign investment regulations
2. Shareholder Pre-emptive Rights: Optional provisions giving existing shareholders priority rights to purchase new shares
3. Corporate Social Responsibility: Additional provisions for companies operating in natural resources sectors or those choosing to formalize CSR commitments
4. Special Rights of Founders: Any special rights or arrangements granted to company founders, if applicable
5. Branch Offices: Provisions for establishing and managing branch offices, if contemplated
6. Electronic Meeting Provisions: Modern provisions allowing for virtual shareholder and board meetings
1. Schedule A - Shareholder Details: Complete information about initial shareholders including names, addresses, and shareholding percentages
2. Schedule B - Share Capital Structure: Detailed breakdown of share classes, par values, and capital structure
3. Schedule C - Initial Board Members: Details of initial Directors and Commissioners including full legal names and addresses
4. Schedule D - Business Activities: Comprehensive list of business activities with corresponding KBLI codes
5. Appendix 1 - Shareholder Approvals: Copies of relevant shareholder approvals or powers of attorney
6. Appendix 2 - Government Approvals: Copies of any required government approvals or licenses for company establishment
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